MOUNTASIA ENTERTAINMENT INTERNATIONAL 5895 Windward Parkway Suite 220 Alpharetta, Georgia 30302-4128Mei Holdings L P • November 15th, 1996 • Services-miscellaneous amusement & recreation
This letter sets forth our agreement (the "Redemption Agreement") in respect of the funding by you of our redemption of our presently outstanding 10% Debentures and certain related matters. We hereby agree as to all of the matters set forth under the captions "Introduction" (paragraph 3 only); "Special Factors--Redemption Agreement;" "Background of The Offers-- Certain Events Following the Recapitalization--Redemption of 10% Debentures;", "The Recapitalization Agreements--Indemnification" and "--Standstill Agreement" and "The Offers--Fees and Expenses" relating to these matters as set forth in your Offer To Purchase, dated the date hereof, as filed by you on this date with the Securities and Exchange Commission. At the request of either of us, the parties will execute a more formal instrument enbodying the foregoing agreement.
